Companies Act, 2013
455.
Dormant
company.
1. Where a company is
formed and registered under this Act for a future project or to hold an asset
or intellectual property and has no significant accounting transaction, such a
company or an inactive company may make an application to the Registrar in such
manner as may be prescribed for obtaining the status of a dormant company.
Explanation. —For the purposes of
this section,—
i.
“inactive
company” means a company which has not been carrying on any business or
operation, or has not made any significant accounting transaction during the
last two financial years, or has not filed financial statements and annual
returns during the last two financial years;
ii.
“significant
accounting transaction” means any transaction other than—
a.
payment
of fees by a company to the Registrar;
b.
payments
made by it to fulfil the requirements of this Act or any other law;
c.
allotment
of shares to fulfil the requirements of this Act; and
d.
payments
for maintenance of its office and records.
1.
2. The Registrar on
consideration of the application shall allow the status of a dormant company to
the applicant and issue a certificate in such form as may be prescribed to that
effect.
3. The Registrar shall
maintain a register of dormant companies in such form as may be prescribed.
4. In case of a company
which has not filed financial statements or annual returns for two financial
years consecutively, the Registrar shall issue a notice to that company and
enter the name of such company in the register maintained for dormant
companies.
5. A dormant company
shall have such minimum number of directors, file such documents and pay such
annual fee as may be prescribed to the Registrar to retain its dormant status
in the register and may become an active company on an application made in this
behalf accompanied by such documents and fee as may be prescribed.
6. The Registrar shall
strike off the name of a dormant company from the register of dormant
companies, which has failed to comply with the requirements of this section.